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                                                                    EXHIBIT 10.1

C L I F F O R D                                    LIMITED LIABILITY PARTNERSHIP
C H A N C E


                                                                  EXECUTION COPY

                                   DATED AS OF
                                  JUNE 25, 2004

                              PXRE REINSURANCE LTD.
                                   AS BORROWER

                                BARCLAYS BANK PLC
                                    AS ISSUER

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                                  $100,000,000

                       LETTER OF CREDIT FACILITY AGREEMENT
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                                    CONTENTS
CLAUSE                                                                      PAGE
1.     Definitions............................................................1
2.     The Letter Of Credit Facility..........................................9
3.     Change In Circumstances...............................................13
4.     Conditions Precedent..................................................16
5.     Representations And Warranties........................................18
6.     Covenants.............................................................22
7.     Defaults..............................................................26
8.     Acceleration, Waivers, Amendments And Remedies........................28
9.     General Provisions....................................................29
10.    Set-Off...............................................................32
11.    Benefit Of Agreement..................................................32
12.    Notices...............................................................33

SCHEDULE 1 AUTHORIZED OFFICERS OF THE BORROWER...............................34

EXHIBIT A FORM OF LETTER OF CREDIT...........................................35

EXHIBIT B FORM OF LC APPLICATION.............................................37

EXHIBIT C FORM OF COMPLIANCE CERTIFICATE.....................................39

EXHIBIT D FORM OF ADJUSTED COLLATERAL VALUE CERTIFICATE......................40

SIGNATURES

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THIS CREDIT AGREEMENT dated as of June 25, 2004

BETWEEN:

(1) PXRE REINSURANCE LTD., a corporation organized under the laws of Bermuda,
    as Borrower; and

(2) BARCLAYS BANK PLC, as Issuer.

RECITALS:

(A) The Borrower has requested the Issuer to make available to the Borrower a
    standby letter of credit issuance facility in the aggregate principal amount
    of up to $100,000,000 to support the reinsurance of business of the Borrower
    in the United States.

(B) The Issuer is willing to extend such standby letter of credit issuance
    facility on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower and the Issuer hereby
agree as follows:

1.  DEFINITIONS

    As used in this Agreement:

    "ACCOUNT CONTROL AGREEMENT" means the Account Control Agreement dated June ,
    2004 among the Borrower, the Issuer and the Custodian, or any other account
    control agreement among the Borrower, the Issuer and a custodian approved by
    the Issuer, as it may be amended, modified or restated and in effect from
    time to time.

    "ADJUSTED COLLATERAL VALUE" means the amount calculated as follows:

(i)   OECD Government Bonds: 95% of market value;

(ii)  MBS Securities: 90.9% of market value;

(iii) Corporate Bonds: 90.9% of market value; and

(iv)  Cash: 100%

    Notwithstanding the above, no more than 50% of the Adjusted Collateral Value
    may be comprised of Corporate Bonds and no more than 10% of Adjusted
    Collateral Value may be from any one corporate issuer or any Affiliate of
    such corporate issuer.

    "AFFILIATE" of any Person means any other Person directly or indirectly
    controlling, controlled by or under common control with such Person.

    "AGGREGATE FACILITY LC COMMITMENT" means the commitment of the Issuer to
    issue Facility LCs from time to time issued or outstanding under Clause 2
    (The Letter of Credit Facility), in an aggregate amount not to exceed
    $100,000,000 at any time outstanding, as such amount may be decreased from
    time to time pursuant to the terms hereof.

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    "AGREEMENT" means this credit agreement, as it may be amended, modified or
    restated and in effect from time to time.

    "AGREEMENT ACCOUNTING PRINCIPLES" means (x) with respect to the Borrower's
    parent holding company, the U.S. generally accepted accounting principles as
    in effect from time to time, (y) with respect to the Borrower, Bermuda
    statutory accounting principles and (z) with respect to any Subsidiary, the
    accounting principles which such Subsidiary is required by law or regulation
    to apply to the preparation of its financial statements.

    "AUTHORIZED OFFICER" means, with respect to the Borrower, any two of the
    individuals, acting jointly, listed on Schedule 1 (Authorized Officers) as
    such Schedule may be supplemented or modified from time to time by the
    Borrower.

    "BORROWER" means PXRE Reinsurance Ltd., a corporation organized under the
    laws of Bermuda, and its successors and assigns.

    "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks
    are open in London for the conduct of substantially all of their commercial
    lending activities, interbank wire transfers can be made on the Fedwire
    system and dealings in Dollars are carried on in the London interbank
    market.

    "CASH" means immediately available funds denominated in Dollars and credited
    to an account in the name of the Borrower at the New York branch of the
    Issuer and to which the Borrower is alone beneficially entitled and for so
    long as the Issuer has a perfected security interest thereon under security
    documents satisfactory to the Issuer.

    "CEDING COMPANY" means an insurance or reinsurance company (including,
    without limitation, any reinsurance or insurance company that is a
    Wholly-Owned Subsidiary of the Borrower) that has, pursuant to an Insurance
    Contract or a Reinsurance Contract with the Borrower, agreed with the
    Borrower that the Borrower, as reinsurer, shall assume certain liabilities
    of such insurance or reinsurance company under an Insurance Contract.

    "CHANGE" is defined in Clause 3.2 (Changes in Capital Adequacy Regulations).

    "CHANGE IN CONTROL" means the acquisition by any Person, or two or more
    Persons acting in concert, of beneficial ownership (within the meaning of
    Rule 13d-3 of the Securities and Exchange Commission under the Securities
    Exchange Act of 1934) of 40% or more of the outstanding shares of voting
    stock of the Borrower.

    "CHANGE IN LAW" is defined in Clause 3.1 (Yield Protection).

    "CLAUSE" means a numbered Clause of this Agreement, unless another document
    is specifically referenced.

    "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
    otherwise modified from time to time.

    "COLLATERAL" means at any time Cash, OECD Government Bonds, MBS Securities
    and Corporate Bonds.

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    "COLLATERAL DOCUMENTS" means all agreements, instruments and other documents
    now or hereafter executed and delivered by the Borrower pursuant to which
    liens and security interests in collateral are granted to secure the
    Obligations, including, without limitation, the Security Agreement, the
    Account Control Agreement, the Custody Agreement, UCC-1 Financing
    Statements, security documents securing a pledge over Cash in favor of the
    Issuer and any documentation delivered pursuant to Clause 2.9 (Facility LC
    Collateral Account) with respect to the Facility LC Collateral Account.

    "COLLATERAL SHORTFALL AMOUNT" is defined in Clause 8.1 (Acceleration;
    Facility LC Collateral Account).

    "COMMITMENT" means the Facility LC Commitment.

    "CONTINGENT OBLIGATION" of a Person means any agreement, undertaking or
    arrangement by which such Person assumes, guarantees, endorses, contingently
    agrees to purchase or provide funds for the payment of, or otherwise becomes
    or is contingently liable upon, the obligation or liability of any other
    Person, or agrees to maintain the net worth or working capital or other
    financial condition of any other Person, or otherwise assures any creditor
    of any other Person against loss, including, without limitation, any comfort
    letter, operating agreement, take or pay contract or application for a
    Facility LC or other Letter of Credit, but excluding the Reimbursement
    Obligations, obligations in respect of the endorsement of instruments for
    deposit or collection in the ordinary course of business, obligations in
    respect of Insurance Contracts and Reinsurance Contracts issued or entered
    into in the ordinary course of business and obligations in respect of the
    extension of guaranties in the ordinary course of business to insureds of
    the obligations of insurers under Insurance Contracts and Reinsurance
    Contracts.

    "CONTROLLED GROUP" means all members of a controlled group of corporations
    or other business entities and all trades or businesses (whether or not
    incorporated) under common control which, together with the Borrower or any
    of its Subsidiaries, are treated as a single employer under Section 414 of
    the Code.

    "CORPORATE BONDS" means debt securities issued by any corporate and which
    are rated at least AA by S&P or Aa by Moody's and have a remaining term to
    maturity of less than ten years.

    "CREDIT DOCUMENTS" means this Agreement, the Facility LC Applications, the
    Facility LCs, the Collateral Documents and the other documents and
    agreements contemplated hereby and executed by the Borrower pursuant hereto
    in favor of the Issuer, as amended, modified or supplemented from time to
    time.

    "CUSTODIAL ACCOUNT" means the investment securities account of the Borrower
    maintained with the Custodian pursuant to the Custody Agreement into which
    the Collateral (other than Cash) shall be deposited from time to time and
    over which the Issuer has a perfected security interest under the Account
    Control Agreement.

    "CUSTODIAN" shall mean, initially, JP Morgan Chase and any successor thereto
    approved by the Issuer.

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    "CUSTODY AGREEMENT" means the Custody Agreement dated as of June , 2004
    between the Borrower and JP Morgan Chase or any other custody agreement
    between the Borrower and a Custodian approved by the Issuer, as it may be
    amended, modified or restated and in effect from time to time.

    "DEFAULT" means an event described in Clause 7 (Defaults).

    "DOLLARS," "DOLLARS" and "$" each mean lawful money of the United States.

    "ERISA" means the Employee Retirement Income Security Act of 1974, as
    amended from time to time, and any rule or regulation issued thereunder.

    "EUROCURRENCY BASE RATE" means, with respect to any unpaid Reimbursement
    Obligation for the relevant Interest Period, the rate per annum determined
    by the Issuer by reference to the applicable British Bankers' Association
    LIBOR rate for deposits in the applicable agreed currency (as reported by
    Reuters, or if Reuters quotations are not available, as reported by
    Bloomberg L.P., or if neither is available, as reported by another generally
    recognized financial information service selected by the Facility Agent in
    its reasonable discretion) as of 11:00 a.m. (London time) two Business Days
    prior to the first day of such Interest Period, and having a maturity equal
    to such Interest Period; PROVIDED THAT, if no such British Bankers'
    Association LIBOR rate is available to the Issuer, the applicable
    Eurocurrency Base Rate for the relevant Interest Period shall instead be the
    arithmetic mean (rounded in accordance with normal market practice) of the
    rates as the rate at which the Issuer offers to place deposits in Dollars
    with first-class banks in the London interbank market at approximately 11:00
    a.m. (London time) two Business Days prior to the first day of such Interest
    Period, in the approximate amount of the Issuer's unpaid Reimbursement
    Obligations and having a maturity equal to such Interest Period.

    "EXCLUDED TAXES" means in the case of the Issuer, taxes imposed on its
    overall net income, and franchise taxes imposed on it, in each case by:

    (a) England and Wales;

    (b) the jurisdiction in which the Issuer's principal executive office is
        located; or

    (c) any jurisdiction in which the Issuer is otherwise doing business.

    "FACILITY LC" is defined in sub-clause 2.1.1 of Clause 2.1 (Issuance of
    Facility LCs).

    "FACILITY LC APPLICATION" is defined in Clause 2.2 (Notice).

    "FACILITY LC COLLATERAL ACCOUNT" is defined in Clause 2.9 (Facility LC
    Collateral Account).

    "FACILITY LC COMMITMENT" means for the Issuer, the obligation to issue
    Facility LCs in accordance with the terms hereof.

    "FACILITY LC OBLIGATIONS" means, at any time, the sum, without duplication,
    of:

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    (a) the aggregate undrawn stated amount under all Facility LCs outstanding
        at such time; plus

    (b) the aggregate unpaid amount at such time of all Reimbursement
        Obligations.

    "FANNIE MAE" means the Federal National Mortgage Association, a
    quasi-government corporation, or any successor thereof.

    "FINANCIAL STATEMENTS" is defined in Clause 5.5 (Financial Statements).

    "FREDDIE MAC" means the Federal Home Loan Mortgage Corporation, a
    quasi-government corporation, or any successor thereof.

    "GOVERNMENTAL AUTHORITY" means any government (foreign or domestic) or any
    state or other political subdivision thereof or any governmental body,
    agency, authority, department or commission (including without limitation,
    the Bermuda Monetary Authority, any board of insurance, insurance
    department, insurance commission, taxing authority or political subdivision)
    or any instrumentality or officer thereof (including without limitation any
    court or tribunal) exercising executive, legislative, judicial, regulatory
    or administrative functions of or pertaining to government and any
    corporation, partnership or other entity directly or indirectly owned or
    controlled by or subject to the control of any of the foregoing.

    "GINNIE MAE" means the Government National Mortgage Association, a
    quasi-government corporation, or any successor thereof.

    "INSURANCE CONTRACT" means an insurance contract or Reinsurance Contract
    entered into by a Ceding Company.

    "INTEREST PERIOD" means a period of one month, or such other period as the
    Issuer and the Borrower may agree, commencing on a Business Day on which a
    Reimbursement Obligation commenced but was not immediately paid. Such
    Interest Period shall end on the day which corresponds numerically to such
    date one month or such other applicable period, thereafter; PROVIDED,
    HOWEVER, THAT if there is no such numerically corresponding day in such next
    succeeding month, or such other applicable period, such Interest Period
    shall end on the last Business Day of such next succeeding month, or such
    other applicable period. If an Interest Period would otherwise end on a day
    which is not a Business Day, such Interest Period shall end on the next
    succeeding Business Day; PROVIDED, HOWEVER, THAT if said next succeeding
    Business Day falls in a new calendar month, such Interest Period shall end
    on the immediately preceding Business Day.

    "ISSUANCE DATE" means a date on which a Facility LC is issued, renewed or
    amended hereunder.

    "ISSUANCE REQUEST" is defined in Clause 2.2 (Notice).

    "ISSUER" means Barclays Bank PLC, acting in each instance through a branch
    or affiliate that qualifies as a financial institution for purposes of the
    National Association of Insurance Commissioners credit for reinsurance
    regulators.

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    "LC FACILITY TERMINATION DATE" means the date falling 364 days after the
    date of issuance of a Facility LC (as such date may be extended by amendment
    hereto) or any earlier date on which the Aggregate Facility LC Commitment is
    reduced to zero or otherwise terminated and/or the Facility LC Obligations
    shall become due and payable in accordance with the provisions of this
    Agreement.

    "LC PAYMENT DATE" is defined in Clause 2.5 (Reimbursement by Borrower).

    "LETTER OF CREDIT" of a Person means a letter of credit or similar
    instrument which is issued upon the application of such Person or upon which
    such Person is an account party or for which such Person is in any way
    liable.

    "LICENSE" means any license, certificate of authority, permit or other
    authorization which is required to be obtained from any Governmental
    Authority in connection with the operation, ownership or transaction of
    insurance or reinsurance business.

    "LIEN" means any lien (statutory or other) mortgage, pledge, hypothecation,
    assignment, deposit arrangement, encumbrance or preference, priority or
    other security agreement or preferential arrangement of any kind or nature
    whatsoever having a similar effect (including, without limitation, the
    interest of a vendor or lessor under any conditional sale, capitalized lease
    or other title retention agreement).

    "MATERIAL ADVERSE EFFECT" means a material adverse effect on:

    (a) the business, Property, condition (financial or otherwise), prospects or
        results of operations of the Borrower and its Subsidiaries taken as a
        whole,

    (b) the ability of the Borrower to perform its obligations under the Credit
        Documents, or

    (c) the validity or enforceability of any of the Credit Documents or the
        rights or remedies of the Issuer thereunder.

    "MATERIAL INDEBTEDNESS" means indebtedness in an outstanding principal
    amount of $10,000,000 or more in the aggregate (or the equivalent thereof in
    any currency other than Dollars).

    "MATERIAL INDEBTEDNESS AGREEMENT" means any agreement or instrument under
    which any Material Indebtedness was created, is evidenced or is governed.

    "MBS SECURITIES" means mortgage-backed securities issued by any institution
    (including Freddie Mac, Fannie Mae and Ginnie Mae) and which are rated at
    least AAA by S&P or Aaa by Moody's and have a remaining term to maturity of
    less than eight years.

    "MODIFY" and "MODIFICATION" are defined in sub-clause 2.1.1 of Clause 2.1
    (Issuance of Facility LCs).

    "MOODY'S" means Moody's Investors Service, Inc. and any successor or
    successors thereto.

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    "MULTIEMPLOYER PLAN" means a "multiemployer plan" (as defined in Section
    (3)(37) of ERISA) contributed to for any employees of the Borrower or any
    Affiliate of the Borrower.

    "OBLIGATIONS" means all unpaid principal and accrued and unpaid interest on
    the Facility LC Obligations and all other liabilities, if any, whether
    actual or contingent, of the Borrower with respect to Facility LCs, all
    accrued and unpaid fees and all expenses, reimbursements, indemnities and
    other obligations of the Borrower to the Issuer or any indemnified party
    hereunder, in each case arising under any of the Credit Documents.

    "OECD COUNTRY" means a country that (a) either (i) is a full member of the
    Organization for Economic Cooperation and Development or (ii) has concluded
    special lending arrangements with the International Monetary Fund's General
    Arrangements to Borrow, and (b) has not rescheduled its external sovereign
    debt within the previous five (5) years.

    "OECD GOVERNMENT BONDS" means bonds issued by any OECD Country, political
    subdivision or agency thereof which are rated at least AAA by S&P or Aaa by
    Moody's and have a remaining term to maturity of less than eight years.

    "OTHER TAXES" is defined in sub-clause 3.3.2 of Clause 3.3 (Taxes).

    "PAYMENT DATE" means the last Business Day of each March, June, September
    and December.

    "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
    thereto.

    "PERSON" means any natural person, corporation, limited liability company,
    firm, joint venture, partnership, association, enterprise, trust or other
    entity or organization, or any government or political subdivision or any
    agency, department or instrumentality thereof.

    "PLAN" means an employee pension benefit plan which is covered by Title IV
    of ERISA or subject to the minimum funding standards under Section 412 of
    the Code as to which any Credit Party or any member of the Controlled Group
    may have any liability.

    "PROPERTY" of a Person means any and all property, whether real, personal,
    tangible, intangible, or mixed, of such Person, or other assets owned,
    leased or operated by such Person.

    "REGULATION U" means Regulation U of the Board of Governors of the U.S.
    Federal Reserve System as from time to time in effect and any successor
    thereto or other regulation or official interpretation of said Board of
    Governors relating to the extension of credit by banks for the purpose of
    purchasing or carrying margin stocks applicable to member banks of the
    Federal Reserve System.

    "REIMBURSEMENT OBLIGATIONS" means, at any time, the aggregate of all
    obligations of the Borrower then outstanding under Clause 2 (The Letter of
    Credit Facility) to reimburse the Issuer for amounts paid by the Issuer in
    respect of any one or more drawings under Facility LCs.

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    "REINSURANCE CONTRACT" means a reinsurance contract between the Borrower, as
    reinsurer, and a Ceding Company pursuant to which the Borrower, as
    reinsurer, assumes certain liabilities of the Ceding Company with respect to
    one or more Insurance Contracts and contracts of reinsurance arranged for
    the benefit of the Borrower (i.e. reinsuring the borrower). For the
    avoidance of doubt, Reinsurance Contracts shall include contracts described
    in this definition which do not qualify as reinsurance contracts for
    purposes of FAS 113. .

    "RISK-BASED CAPITAL GUIDELINES" is defined in Clause 3.2 (Changes in Capital
    Adequacy Regulations).

    "S & P" means Standard & Poor's Rating Services, a division of the
    McGraw-Hill Companies or any successor rating agency thereto acceptable to
    the Issuer.

    "SCHEDULE" refers to a specific schedule to this Agreement, unless another
    document is specifically referenced.

    "SECURITY AGREEMENT" means the Security Agreement dated as of June , 2004
    between the Borrower and the Issuer, as it may be amended, modified or
    restated and in effect from time to time.

    "SENIOR FINANCIAL OFFICER" means any of the following officers of the
    Borrower: Chief Financial Officer, Treasurer and Assistant Vice President
    Finance.

    "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any member
    of the Controlled Group for employees of the Borrower or any member of the
    Controlled Group.

    "SUBSIDIARY" of a Person means:

    (a) any corporation more than 50% of the outstanding securities having
        ordinary voting power of which shall at the time be owned or controlled,
        directly or indirectly, by such Person or by one or more of its
        Subsidiaries or by such Person and one or more of its Subsidiaries; or

    (b) any partnership, association, joint venture, limited liability company
        or similar business organization more than 50% of the ownership
        interests having ordinary voting power of which shall at the time be so
        owned or controlled. Unless otherwise expressly provided, all references
        herein to a "Subsidiary" shall mean a Subsidiary of the Borrower.

    "TAXES" means any and all present or future taxes, duties, levies, imposts,
    deductions, charges or withholdings, and any and all liabilities with
    respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

    "TRANSFEREE" is defined in Clause 11.2 (Dissemination of Information).

    "UNENCUMBERED PROPERTY" means any combination of assets comprising Cash,
    Corporate Bonds, MBS Securities, OECD Government Bonds and commercial paper
    with a rating of at least A-1 or P-1, the aggregate value of which at any
    given time amounts to no less than $25,000,000.

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    "UNFUNDED LIABILITIES" means the amount (if any) by which the present value
    of all vested and unvested accrued benefits under all Single Employer Plans
    exceeds the fair market value of all such Plan assets allocable to such
    benefits, all determined as of the then most recent valuation date for such
    Plans using PBGC actuarial assumptions for single employer plan
    terminations.

    "UNMATURED DEFAULT" means an event which but for the lapse of time or the
    giving of notice, or both, would constitute a Default.

    The foregoing definitions shall be equally applicable to both the singular
    and plural forms of the defined terms. Any reference herein to a "Section"
    or "Article" shall mean a Section or Article of this Agreement unless
    explicitly provided to the contrary.

2.   THE LETTER OF CREDIT FACILITY

2.1  ISSUANCE OF FACILITY LCS

     2.1.1  The Issuer hereby agrees, on the terms and conditions set forth in
            this Agreement, promptly to issue standby letters of credit
            denominated in Dollars and substantially in the form of Exhibit A
            (or in such other form as may be acceptable to the Issuer and the
            Borrower) (each, a "FACILITY LC") and to renew, extend, increase,
            decrease or otherwise modify each Facility LC ("MODIFY," and each
            such action a "MODIFICATION"), from time to time from and including
            the date of this Agreement and prior to the LC Facility Termination
            Date upon the request of and for the account of the Borrower;
            PROVIDED THAT:

            (a) immediately after each such Facility LC is issued or Modified,
                the aggregate amount of the outstanding Facility LC Obligations
                shall not exceed the Aggregate Facility LC Commitment; and

            (b) the initial face amount of any Facility LC shall not be less
                than $1,000,000. No Facility LC shall have an expiry date later
                than the earlier of (i) the one (1) year anniversary of the date
                of issuance Facility LC or, as applicable, a Modification, (ii)
                the Facility LC Termination Date and (iii) the date notified to
                the Issuer pursuant to Section 9.14 of this Agreement.

            (c) The Issuer acknowledges that, subject to the terms of this
                Agreement, each issued Facility LC shall continue in force
                unless the Issuer receives a notice from the Borrower no more
                than ninety (90) days and at least seventy (70) days (or such
                shorter time as the Issuer may agree in a particular instance)
                prior to the anniversary of the issuance of such Facility LC or
                Modification, as the case may be, that such Facility LC is to be
                cancelled, effective upon the ensuing anniversary of the
                issuance of such Facility LC or Modification. Notwithstanding
                the foregoing, all outstanding Facility LCs shall automatically
                expire on the LC Facility Termination Date.

     2.1.2  The Issuer shall not be under any obligation to issue or extend any
            Facility LC if any order, judgment or decree of any Governmental
            Authority or other regulatory body with jurisdiction over the Issuer
            shall purport by its terms to enjoin or restrain the Issuer from
            issuing or extending such Facility LC, or any law or governmental
            rule, regulation, policy, guideline or directive (whether or not
            having the force of law) from any Governmental Authority or other
            regulatory body with jurisdiction over the Issuer shall prohibit, or
            request that the Issuer refrain from, the issuance or extension of
            Facility LCs in particular or shall impose upon the Issuer with
            respect to any Facility LC any restriction or reserve or capital
            requirement (for which the Issuer is not otherwise compensated) or
            any unreimbursed loss, cost or expense which was not applicable and
            in effect with respect to the Issuer as of the date of this
            Agreement and which the Issuer in good faith deems material to it.
            The Issuer shall give the Borrower prompt written notice of its
            determination at any time (and from time to time) to exercise its
            rights to payment or indemnification under this Section 2.1.2 and a
            description in reasonable detail of the event(s) described in this
            Section 2.1.2 pursuant to which such rights are being exercised.

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     2.1.3  Notwithstanding anything herein, the Borrower and the Issuer may
            agree in writing between themselves as to administrative procedures
            for the issuance of Facility LCs by the Issuer which are different
            than those set forth herein, and such procedures shall govern as
            between the Issuer and the Borrower.

     2.1.4  Each Facility LC shall be issued by, and shall be an obligation of,
            the Issuer.

2.2  NOTICE

     Subject to Clause 2.1 (Issuance of Facility LCs), the Borrower shall,
     through an Authorized Officer or authorized attorney in fact, give the
     Issuer notice (an "ISSUANCE REQUEST") prior to 11:00 a.m. (London time)
     at least two (2) Business Days prior to the proposed date of issuance or
     Modification of each Facility LC, specifying the account party, the
     beneficiary, the proposed date of issuance (or Modification) and the
     expiry date of such Facility LC. If the Issuance Request requests the
     issuance of a Facility LC, it shall be accompanied by a completed
     standby letter of credit application substantially in the form of
     Exhibit B (or such other form as from time to time is customarily
     utilized by the Issuer) executed by the Borrower and related
     documentation reasonably required by the Issuer (collectively, a
     "FACILITY LC APPLICATION"). The issuance or Modification by the Issuer
     of any Facility LC shall be subject to the conditions precedent set
     forth in Clause 4 (Conditions Precedent) (the satisfaction of which the
     Issuer shall have no duty to ascertain except with respect to
     sub-clauses 4.2.3 of Clause 4.2 (Continuantion Conditions Precedent). In
     the event of any conflict between the terms of this Agreement and the
     terms of any Facility LC Application, the terms of this Agreement shall
     control.

2.3  FACILITY LC FEES

     The Borrower shall pay to the Issuer a letter of credit fee with respect
     to each Facility LC for each day from and including the date of issuance
     thereof until (and excluding) the date such Facility LC is fully drawn,
     cancelled or expired (the "EXPIRY DATE") equal to 0.30% per annum
     multiplied by the aggregate outstanding face amount thereof at the close
     of business on such day, payable (in arrears) until the applicable
     Expiry Date of such Facility LC on each Payment Date and, if any such
     fees are accrued and unpaid on the LC Facility Termination Date, on such
     date. Notwithstanding anything contained in this Clause 2.3 to the
     contrary, during the continuance of a Default, the letter of credit fee
     rate shall be increased to 2.00% per annum. The Borrower shall also pay
     to the Issuer (i) until the earlier of such date as this Agreement
     terminates or the obligation of the issuer to issue or Modify any
     Facility LC terminates or is suspended (whether pursuant to Section
     2.1.2 or Section 8.1 or otherwise), a facility fee on the average daily
     amount equal to the difference between the Aggregate Facility LC
     Commitment and the aggregate undrawn stated amount under all Facility
     LCs outstanding from time to time, in an amount equal to 0.15% per
     annum, such fee to be payable (in arrears) on each Payment Date and, if
     any such fees are accrued and unpaid on the LC Facility Termination
     Date, on such date; (ii) a one-time upfront fee equal to 0.075% per
     annum of the Aggregate Facility LC Commitment, such fee to be payable
     (in advance) on or before the date of execution of this Agreement; and
     (iii) documentary and processing charges in connection with the issuance
     or Modification of and draws under Facility LCs, in an amount separately
     agreed upon between the Issuer and the Borrower in writing, payable at
     the time of issuance of each Facility LC. Interest and fees under this
     Agreement shall be calculated for actual days elapsed on the basis of a
     360-day year. If any payment shall become due on a day which is not a
     Business Day, such payment shall be made on the next succeeding Business
     Day and, in the case of a payment of a Reimbursement Obligation, such
     extension of time shall be included in computing interest in connection
     with such payment.

                                     - 10 -
<PAGE>

2.4  ADMINISTRATION; REIMBURSEMENT BY LC PARTICIPANTS.

     Upon receipt from the beneficiary of any Facility LC of any demand for
     payment under such Facility LC, the Issuer shall promptly notify the
     Borrower as to the amount to be paid by the Issuer as a result of such
     demand and the proposed payment date thereof. The responsibility of the
     Issuer to the Borrower shall be only to determine that the documents
     (including each demand for payment) delivered under each Facility LC in
     connection with such presentment shall be in conformity in all material
     respects with such Facility LC.

2.5  REIMBURSEMENT BY BORROWER

     (a)  The Borrower shall be irrevocably and unconditionally obligated to
          reimburse the Issuer for any amounts paid by the Issuer upon any
          drawing under any Facility LC, without presentment, demand, protest
          or other formalities of any kind, not later than 3:00 p.m. (London
          time) on the second Business Day after the date notice of such
          payment is transmitted to the Borrower in accordance with Clause
          12.1 (Giving Notice) and confirmation of receipt is received or such
          notice is otherwise received by the Borrower (such second Business
          Day being the "LC PAYMENT DATE"); PROVIDED THAT any such notice that
          is transmitted to the Borrower after 12:00 noon (London time) on any
          Business Day shall be deemed to have been transmitted on the
          immediately following Business Day.

     (b)  All such amounts paid by the Issuer and remaining unpaid by the
          Borrower shall bear interest, payable on demand, for each day until
          paid at a rate per annum equal to the sum of the Eurocurrency Base
          Rate for such day plus 2.00% per annum.

                                     - 11 -
<PAGE>

     Such interest shall accrue from and including the date of the applicable
     drawing (unless the drawing is reimbursed in full prior to 3:00 p.m.
     (London time) on such date) to and including the date of payment (unless
     such payment in full is made prior to 3:00 p.m. (London time) on such
     payment date).

2.6  OBLIGATIONS ABSOLUTE

     The Borrower's obligations under this Clause 2 shall be absolute and
     unconditional under any and all circumstances and irrespective of any
     setoff, counterclaim or defence to payment which the Borrower may have
     or have had against the Issuer or any beneficiary of a Facility LC. The
     Borrower further agrees with the Issuer that the Borrower shall not be
     responsible for, and the Borrower's Reimbursement Obligation in respect
     of any Facility LC shall not be affected by, among other things, the
     validity or genuineness of documents or of any endorsements thereon,
     even if such documents should in fact prove to be in any or all respects
     invalid, fraudulent or forged, or any dispute between or among the
     Borrower, the beneficiary of any Facility LC or any financing
     institution or other party to whom any Facility LC may be transferred or
     any claims or defences whatsoever of the Borrower against the
     beneficiary of any Facility LC or any such transferee, provided,
     however, that this Section 2.6 shall not limit any rights of the
     Borrower under applicable law (including, without limitation, Section
     5-109 of the Uniform Commercial Code in effect in the State of New
     York). The Issuer shall not be liable for any error, omission,
     interruption or delay in transmission, dispatch or delivery of any
     message or advice, however transmitted (except for the Issuer's bad
     faith, gross negligence or wilful misconduct) that, in connection with
     any Facility LC; PROVIDED FURTHER, that the Borrower agrees that any
     action taken or omitted by the Issuer under or in connection with each
     Facility LC and the related drafts and documents, if done without bad
     faith, gross negligence or wilful misconduct, shall be binding upon the
     Borrower and shall not put the Issuer under any liability to the
     Borrower.

2.7  ACTIONS OF ISSUER

     The Issuer shall be entitled to rely, and shall be fully protected in
     relying, upon any Facility LC, draft, writing, resolution, notice, consent,
     certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
     teletype message, statement, order or other document believed by the Issuer
     in good faith to be genuine and correct and to have been signed, sent or
     made by the proper Person or Persons set forth on Schedule 1 (Authorized
     Officers) attached hereto, and upon advice and statements of legal counsel,
     independent accountants and other experts selected by the Issuer.

2.8  INDEMNIFICATION

     The Borrower hereby agrees to indemnify and hold harmless the Issuer and
     its directors, officers, agents and employees from and against any and all
     claims and damages, losses, liabilities, reasonable costs or expenses which
     the Issuer may incur (or which may be claimed against the Issuer by any
     Person whatsoever) by reason of or in connection with the issuance,
     execution and delivery or transfer of or payment or failure to pay under
     any Facility LC or any actual or proposed use of any Facility LC,
     including, without limitation, any claims, damages, losses, liabilities,
     costs or expenses which the Issuer may incur by reason of or on account of
     the Issuer issuing any Facility LC which specifies that the term
     "BENEFICIARY" included therein includes any successor by operation of law
     of the named Beneficiary, but which Facility LC does not require that any
     drawing by any such successor Beneficiary be accompanied by a copy of a
     legal document, satisfactory to the Issuer, evidencing the appointment of
     such successor Beneficiary; PROVIDED THAT the Borrower shall not be
     required to indemnify any such indemnitee for any claims, damages, losses,
     liabilities, costs or expenses to the extent, but only to the extent,
     caused by (a) the bad faith, wilful misconduct or gross negligence of such
     indemnitee (including officers and employees of such indemnities) or (b)
     the Issuer's failure to pay under any Facility LC after the presentation to
     it of a request strictly complying with the terms and conditions of such
     Facility LC.

                                     - 12 -
<PAGE>

2.9  FACILITY LC COLLATERAL ACCOUNT

     The Borrower agrees that it will (to the extent required by Clause 8.1
     (Acceleration; Facility LC Collateral Account), upon the request of the
     Issuer and until the final expiration date of any Facility LC and
     thereafter as long as any amount is payable to the Issuer in respect of any
     Facility LC, maintain a special collateral account pursuant to
     documentation (including, without limitation, legal opinions) reasonably
     satisfactory to the Issuer (the "FACILITY LC COLLATERAL ACCOUNT") at the
     Issuer's office at the address specified pursuant to Clause 12, in the name
     of the Borrower but under the sole dominion and control of the Issuer and
     in which the Borrower shall have no interest other than as set forth in
     Clause 8.1 (Acceleration; Facility LC Collateral Account). The Borrower
     hereby pledges, assigns and grants to the Issuer a security interest in all
     of the Borrower's right, title and interest in and to all funds which may
     from time to time be on deposit in the Facility LC Collateral Account to
     secure the prompt and complete payment and performance of the Obligations.

2.10 REDUCTIONS IN AGGREGATE FACILITY LC COMMITMENT

     2.10.1 The Borrower may permanently reduce the Aggregate Facility LC
            Commitment in whole or in part in a minimum aggregate amount of
            the lesser of (i) $25,000,000 (or any integral multiple of
            $5,000,000 in excess thereof) and (ii) the total amount of the
            unused Aggregate Facility LC Commitment, upon at least three (3)
            Business Days' written notice to the Issuer, which notice shall
            specify the amount of any such reduction; PROVIDED, HOWEVER, THAT
            the amount of the Aggregate Facility LC Commitment may not be
            reduced below the aggregate amount of the outstanding Facility LC
            Obligations (and if, at any time, the aggregate outstanding
            amount of the Facility LC Obligations exceeds the Aggregate
            Facility LC Commitment, then the Issuer shall immediately deposit
            an amount equal to such excess in the Facility LC Collateral
            Account in accordance with Clause 8.1 (Acceleration; Facility LC
            Collateral Account)).

3.   CHANGE IN CIRCUMSTANCES

3.1  YIELD PROTECTION

     If, after the date of this Agreement, the adoption of or any change in any
     law or any governmental or quasi governmental rule, regulation, policy,
     guideline or directive (whether or not having the force of law), or any
     change in the interpretation or administration thereof by any governmental
     or quasi-governmental authority, central bank or comparable agency charged
     with the interpretation or administration thereof, or compliance by the
     Issuer with any request or directive (whether or not having the force of
     law) of any such authority, central bank or comparable agency (each of the
     foregoing being a "CHANGE IN LAW"):

                                     - 13 -
<PAGE>

     3.1.1  subjects the Issuer to any Taxes, or changes the basis of taxation
            of payments (except for Taxes covered by Clause 3.3 (Taxes) and
            changes in the rate of tax on the overall net income of the
            Issuer) to the Issuer in respect of its interest in the Facility
            LCs or other amounts due it hereunder; or

     3.1.2  imposes or increases or deems applicable any reserve, assessment,
            insurance charge, special deposit or similar requirement against
            assets of, deposits with or for the account of, or credit
            extended by the Issuer; or

     3.1.3  imposes any other condition the result of which is to increase the
            cost to the Issuer of issuing in Facility LCs or reduces any
            amount receivable by the Issuer in connection with any Facility
            LC, or requires the Issuer to make any payment calculated by
            reference to the amount of the Issuer Facility LCs issued or
            interest received by it, in each case, by an amount reasonably
            deemed material by the Issuer,

     and the result of any of the foregoing is to increase the cost to the
     Issuer of funding or maintaining its interest in the Facility LCs and its
     Commitment or to reduce the return received by it in connection with its
     interest in the Facility LCs and its Commitment, then, within five (5) days
     of demand by the Issuer, the Borrower shall pay the Issuer such additional
     amount or amounts as will compensate the Issuer for such increased cost or
     reduction in amount received.

3.2  CHANGES IN CAPITAL ADEQUACY REGULATIONS

     If the Issuer reasonably determines the amount of capital required or
     expected to be maintained by the Issuer or any corporation controlling the
     Issuer is increased as a result of a Change, then, within five (5) Business
     Days of demand by the Issuer, the Borrower shall pay the Issuer the amount
     necessary to compensate for any shortfall in the rate of return on the
     portion of such increased capital which the Issuer reasonably determines is
     attributable to this Agreement, its interest in the Facility LCs or its
     obligation to issue Facility LCs hereunder (after taking into account the
     Issuer's policies as to capital adequacy). "CHANGE" means (a) any change
     after the date of this Agreement in the Risk Based Capital Guidelines, or
     (b) any adoption of or change in any other law, governmental or
     quasi-governmental rule, regulation, policy, guideline, interpretation, or
     directive (whether or not having the force of law but in each instance
     binding on the Issuer) after the date of this Agreement which affects the
     amount of capital required to be maintained by the Issuer or corporation
     controlling the Issuer. "RISK BASED CAPITAL GUIDELINES" means rules and
     regulations applicable to the Issuer and promulgated by relevant
     authorities implementing the July 1988 report of the Basle Committee on
     Banking Regulations and Supervisory Practices entitled "International
     Convergence of Capital Measurement and Capital Standards" (including,
     without limitation, the Final Risk-Based Capital Guidelines of the Board of
     Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12
     CFR Part 225, Appendix A) and the Final Risk-Based Capital Guidelines of
     the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A)),
     including transition rules and any amendments thereto adopted prior to the
     date of this Agreement.

                                     - 14 -
<PAGE>

3.3  TAXES

     3.3.1  All payments by or on behalf of the Borrower to or for the account
            of the Issuer hereunder shall be made free and clear of and
            without deduction for any and all Taxes. If the Borrower shall be
            required by law to deduct any Taxes from or in respect of any sum
            payable hereunder to the Issuer, (a) the sum payable by the
            Issuer shall be increased as necessary so that after making all
            required deductions (including deductions applicable to
            additional sums payable under this Clause 3.3) the Issuer
            receives an amount equal to the sum it would have received had no
            such deductions been made, (b) the Borrower shall make such
            deductions, (c) the Borrower shall pay the full amount deducted
            to the relevant authority in accordance with applicable law and
            (d) the Borrower shall furnish to the Issuer the original copy of
            a receipt evidencing payment thereof or other evidence of such
            payment reasonably satisfactory to the Issuer within thirty (30)
            days after such payment is made. The Borrower shall not be
            required to increase any amounts payable to the Issuer's
            hereunder with respect to any United States withholding Taxes to
            the extent that such Taxes are imposed on the Issuer on the date
            of this Agreement.

     3.3.2  In addition, the Borrower hereby agrees to pay any present or future
            stamp or documentary taxes and any other excise or property
            taxes, charges or similar levies which arise from any payment
            made hereunder or from the execution or delivery of, or otherwise
            with respect to, any Credit Document ("OTHER TAXES").

     3.3.3  The Borrower hereby agrees to indemnify the Issuer for the full
            amount of Taxes or Other Taxes (including, without limitation, any
            Taxes or Other Taxes imposed on amounts payable under this Clause
            3.3) paid by the Issuer as a result of its Commitment, its interest
            in Facility LCs, or otherwise in connection with its participation
            in this Agreement and any liability (including penalties, interest
            and expenses) arising therefrom or with respect thereto. Payments
            due under this indemnification shall be made within fifteen (15)
            days of the date the Issuer makes demand therefor pursuant to Clause
            3.4 (Issuer Statements); PROVIDED THAT the Issuer shall contest such
            Taxes or Other Taxes and liabilities, at the Borrower's expense, if
            (a) the Borrower furnishes to it an opinion of reputable tax counsel
            acceptable to the Issuer to the effect that such Taxes or Other
            Taxes and liabilities were wrongfully or illegally imposed and (b)
            the Issuer determines in its sole good faith discretion that it
            would not be disadvantaged or prejudiced in any manner as a result
            of such contest.

     3.3.4  If the Issuer receives a refund in respect of any Taxes or Other
            Taxes as to which it has been indemnified by the Borrower or with
            respect to which the Borrower has paid additional amounts pursuant
            to sub-clause 3.3.1, it shall, within thirty (30) days from the date
            of such receipt, pay over the amount of such refund to the Borrower,
            net of all reasonable out-of-pocket expenses of the Issuer and
            without interest (other than interest paid by the relevant
            Governmental Authority with respect to such refund); PROVIDED THAT
            the Borrower, upon the request of the Issuer, agrees to repay the
            amount paid over to the Borrower (plus penalties, interest or other
            reasonable charges) to the Issuer in the event the Issuer is
            required to repay such refund to such Governmental Authority.

                                     - 15 -
<PAGE>

3.4  ISSUER STATEMENTS AND NOTICES

     3.4.1  To the extent reasonably possible, the Issuer shall designate an
            alternate issuing office to reduce any liability of the Borrower to
            the Issuer under Clause 3.1 (Yield Protection), Clause 3.2 (Changes
            in Capital Adequacy Regulations) and Clause 3.3 (Taxes) so long as
            such designation is not, in the judgment of the Issuer,
            disadvantageous to the Issuer. The Issuer shall deliver a written
            statement to the Borrower as to the amount due, if any, under Clause
            3.1 (Yield Protection), Clause 3.2 (Changes in Capital Adequacy
            Regulations) and Clause 3.3 (Taxes). Such written statement shall
            set forth in reasonable detail the calculations upon which the
            Issuer determined such amount and shall be binding on the Borrower
            in the absence of manifest error. Unless otherwise provided herein,
            the amount specified in the written statement of the Issuer shall be
            payable on demand and in any event no later than within fifteen (15)
            days after receipt by the Borrower of such written statement. The
            obligations of the Issuer under Clause 3.1 (Yield Protection),
            Clause 3.2 (Changes in Capital Adequacy Regulations) and Clause 3.3
            (Taxes) shall survive payment of the Obligations and termination of
            this Agreement.

     3.4.2  The Issuer shall give the Borrower prompt written notice of its
            determination at any time (and from time to time) to exercise its
            rights to payment or indemnification under Clause 3.1 (Yield
            Protection)or Clause 3.2 (Changes in Capital Adequacy Regulations)
            and a description in reasonable detail of the event(s) described in
            Clause 3.1 (Yield Protection) or Clause 3.2 (Changes in Capital
            Adequacy Regulations) pursuant to which such rights are being
            exercised.

3.5  FUNDING INDEMNIFICATION

     If any payment of any default interest occurs on a date which is not the
     last day of the applicable Interest Period the Borrower will indemnify the
     Issuer for any loss or cost incurred by it resulting therefrom, including,
     without limitation, any loss or cost in liquidating or employing deposits
     acquired.

3.6  SURVIVAL

     The agreements and obligations of the Issuer in this Clause 3 shall survive
     the payment of the Obligations and termination of this Agreement.

4.   CONDITIONS PRECEDENT

4.1  INITIAL EXTENSION OF CREDIT

     The Issuer shall not be required to issue any Facility LC hereunder unless
     the Borrower has furnished the following to the Issuer in a form
     satisfactory to the Issuer and its counsel and the other conditions set
     forth below have been satisfied:

                                     - 16 -
<PAGE>

     4.1.1  Charter Documents; Good Standing Certificates. Copies of the Clauses
            or certificate of incorporation or other similar organizational
            document of the Borrower, together with all amendments thereto, and
            a good standing certificate (to the extent issued in the ordinary
            course in the applicable jurisdiction) as of a recent date, each
            certified by the appropriate governmental officer in its
            jurisdiction of organization. 4.1.2 By-Laws and Resolutions. Copies,
            certified by the Secretary or Assistant Secretary of the Borrower,
            of its by-laws or other similar document and of resolutions of its
            Board of Directors or other similar governing body (and resolutions
            of other bodies, if any are deemed necessary by counsel for the
            Issuer) authorizing the execution, delivery and performance of the
            Credit Documents to which the Borrower is a party.

     4.1.3  Incumbency Certificate. An incumbency certificate, executed by the
            Secretary or Assistant Secretary of the Borrower, which shall
            identify by name and title and bear the signature of the officers or
            attorneys in fact of the Borrower authorized to sign the Credit
            Documents to which it is a party and to request the issuance of
            Facility LCs hereunder, upon which certificate the Issuer shall be
            entitled to rely until informed of any change in writing by the
            Borrower.

     4.1.4  Officer's Certificate. A certificate, dated the date of this
            Agreement, signed by an Authorized Officer of the Borrower, in form
            and substance satisfactory to the Issuer, to the effect that: (a) on
            the date of this Agreement (after giving effect to the issuance of
            any Facility LCs hereunder) no Default or Unmatured Default has
            occurred and is continuing; (b) each of the representations and
            warranties set forth in Clause 5 (Representations and Warranties) of
            this Agreement is true and correct in all material respects on and
            as of the date of the Agreement (except to the extent such
            representation and warranty is given as of a different specified
            date); (c) on the date of this Agreement (both before and after
            giving effect to this Agreement and the issuance of any Facility LCs
            hereunder) the Borrower is not in breach of any borrowing limit
            applicable to the Borrower; and (d) since 31 December 2003, no event
            or change has occurred that has caused or evidences a Material
            Adverse Effect with regard to the Borrower or its parent.

     4.1.5  Legal Opinions. Written opinions of external Bermuda and New
            York counsel to the Borrower, both addressed to the Issuer in form
            and substance reasonably acceptable to the Issuer and its counsel.

     4.1.6  Credit Documents. Executed originals of this Agreement and
            each of the other Credit Documents, which shall be in full force and
            effect, together with all schedules, exhibits, certificates,
            instruments, documents and financial statements required to be
            delivered pursuant hereto and thereto.

     4.1.7  Regulatory Matters. Receipt of any required regulatory
            approvals from any Governmental Authority with respect to the
            transactions contemplated by the Credit Documents, including all
            hearing orders, if any, issued by insurance regulatory authorities.

                                     - 17 -
<PAGE>

     4.1.8  Other. Such other documents as the Issuer or its counsel may
            have reasonably requested, including any such information as the
            Issuer may reasonably request to enable it to carry out and be
            satisfied with the result of its "know your customer" checks.

4.2  CONTINUATION CONDITIONS PRECEDENT

     The following conditions will be deemed to have been confirmed by the
     Borrower on 31 December of each year and on each date of Modification or
     issuance of a Facility LC (each such date, a "REPETITION DATE"):

     4.2.1  there exists no Default or Unmatured Default and none would
            result from such issuance or Modification of such Facility LC;

     4.2.2  the representations and warranties (deemed to be made by
            reference to the facts and circumstances existing on each Repetition
            Date) contained in Clause 5 (Representations and Warranties) (other
            than Clause 5.6 (Material Adverse Change), paragraph (a) of Clause
            5.8 (Litigation and Contingent Obligations) and sub-clause 5.14.1 of
            Clause 5.14 (Material Agreements)) are true and correct in all
            material respects as of such Issuance Date except to the extent any
            such representation or warranty is stated to relate solely to an
            earlier date, in which case such representation or warranty shall be
            true and correct on and as of such earlier date; and

     4.2.3  with respect to the issuance of Facility LCs, an Issuance
            Request shall have been properly submitted.

     Each Issuance Request (with respect to each such Facility LC) shall
     constitute a representation and warranty by the Borrower that the
     conditions contained in Clause 4.2 (Continuantion Conditions Precedent)
     have been satisfied.

5.   REPRESENTATIONS AND WARRANTIES

     The Borrower represents and warrants to the Issuer that on the date hereof:

5.1  CORPORATE EXISTENCE AND STANDING

     The Borrower is a corporation duly incorporated, validly existing and in
     good standing under the laws of its jurisdiction of incorporation and has
     all requisite authority to conduct its business in each jurisdiction in
     which its business is conducted.

5.2  AUTHORIZATION AND VALIDITY

     The Borrower has all requisite power and authority and legal right to
     execute and deliver each of the Credit Documents to which it is a party and
     to perform its obligations thereunder. The execution and delivery by the
     Borrower of the Credit Documents to which it is a party and the performance
     of its respective obligations thereunder have been duly authorized by
     proper corporate proceedings and the Credit Documents constitute legal,
     valid and binding obligations of the Borrower, enforceable against the
     Borrower in accordance with their terms, except as enforceability may be
     limited by bankruptcy, insolvency or similar laws affecting the enforcement
     of creditors' rights generally and general principles of equity.

                                     - 18 -
<PAGE>

5.3  NO CONFLICT

     Neither the execution and delivery by the Borrower of the Credit Documents,
     nor the consummation of the transactions therein contemplated, nor
     compliance with the provisions of the Credit Documents, including the
     application of the proceeds of the Facility LCs, will violate any law,
     rule, regulation, order, writ, judgment, injunction, decree or award
     binding on the Borrower or any of its Subsidiaries or the Borrower's or any
     of its Subsidiaries' Clauses or certificate of incorporation or by-laws or
     the provisions of any indenture, instrument or agreement to which the
     Borrower or any of its Subsidiaries is a party or is subject, or by which
     it or its Property is bound, or conflict with or constitute a default
     thereunder, or result in the creation or imposition of any Lien in, of or
     on the Property of the Borrower or any of its Subsidiaries pursuant to the
     terms of any such indenture, instrument or agreement. Neither the Borrower
     nor any Subsidiary is subject to any charter or other corporate restriction
     that would conflict with the terms or the intent of this Agreement.

5.4  GOVERNMENTAL CONSENTS

     No order, consent, approval, license, authorization, or validation of, or
     filing, recording or registration with, or exemption by, any Governmental
     Authority is required to authorize, or is required in connection with the
     execution, delivery and performance of, or the legality, validity, binding
     effect or enforceability of, any of the Credit Documents, the application
     of the proceeds of the Facility LCs or the consummation of any other
     transaction contemplated by the Credit Documents except for those which
     have been obtained and are in full force and effect.

5.5  FINANCIAL STATEMENTS

     The 31 December 2003 audited financial statements of the Borrower and the
     31 March 2004 unaudited financial statements of the Borrower heretofore
     delivered to the Issuer (the "FINANCIAL STATEMENTS") were prepared in
     accordance with Agreement Accounting Principles in effect on the date such
     statements were prepared, consistently applied, and fairly present the
     financial condition and operations of the Borrower at such dates and the
     consolidated results of their operations for the periods then ended.

5.6  MATERIAL ADVERSE CHANGE

     Since 31 December 2003, there has been no change in the business, Property,
     condition (financial or otherwise), prospects or results of operations of
     the Borrower and its Subsidiaries taken as a whole which could reasonably
     be expected to have a Material Adverse Effect.

5.7  TAXES

     The Borrower and its Subsidiaries have filed all material tax returns
     (domestic or foreign) which are required to be filed and have paid all
     taxes due pursuant to said returns or pursuant to any assessment received
     by the Borrower or any of its Subsidiaries, except (a) such taxes, if any,
     as are being contested in good faith and as to which, in the good faith
     judgment of the Borrower, adequate reserves have been provided and (b)
     taxes the failure of which to pay could not reasonably be expected to have
     a Material Adverse Effect. Except for liens and claims of which the
     executive officers of the Borrower are unaware or which are immaterial, no
     tax liens have been filed and no claims against the Borrower or its
     Subsidiaries are being asserted with respect to any such taxes except
     claims being contested in good faith and as to which, in the good faith
     judgment of the Borrower, adequate reserves have been provided. The
     charges, accruals and reserves on the books of the Borrower and its
     Subsidiaries in respect of any taxes or other governmental charges are
     adequate in the good faith judgment of the Borrower.

                                     - 19 -
<PAGE>

5.8  LITIGATION AND CONTINGENT OBLIGATIONS

     Except as disclosed or filed by PXRE Group in any of its periodic public
     filings or notices with the Securities and Exchange Commission, there is no
     litigation, arbitration, governmental investigation, proceeding or inquiry
     pending or, to the knowledge of any of their officers, threatened against
     or affecting the Borrower or any of its Subsidiaries which could reasonably
     be expected to (a) have a Material Adverse Effect or (b) prevent, enjoin or
     unduly delay the issuance of Facility LCs under this Agreement. As of the
     date hereof, the Borrower has no material Contingent Obligations not
     provided for or disclosed in the Financial Statements.

5.9  SUBSIDIARIES

     The Borrower does not have any Subsidiaries except PXRE Solutions, S.A., a
     Belgian reinsurance intermediary.

5.10 ERISA

     Neither the Borrower nor any Affiliate of the Borrower contributes to a
     Multiemployer Plan and the only Single Employer Plan maintained by the
     Borrower or any Affiliate thereof is the PXRE Reinsurance Company
     Retirement Plan. The Single Employer Plan is in compliance in form and
     operation with ERISA and the Code and all other applicable laws and
     regulations save where any failure to comply would not reasonably be
     expected to have a Material Adverse Effect, and there exists no Unfunded
     Pension Liability with respect thereto, except as would not have a Material
     Adverse Effect.

     For the purposes of this Section 5.10, "CODE" means, at any date, the US
     Internal Revenue Code of 1986 and the regulations promulgated and the
     judicial and administrative decisions rendered under it, all as the same
     may be in effect at such date; and "UNFUNDED PENSION LIABILITY" means the
     excess of an Employee Plan's liabilities under Section 4001(a)(16) of
     ERISA, over the current value of that plan's assets, determined in
     accordance with the assumptions used for funding an Employee Plan pursuant
     to Section 412 of the Code for the applicable plan year.

5.11 DEFAULTS

     No Default or Unmatured Default has occurred and is continuing.

5.12 ACCURACY OF INFORMATION

     No information, exhibit or report furnished by the Borrower or any of its
     Subsidiaries to the Issuer in connection with the negotiation of, or
     compliance with, the Credit Documents (as modified or supplemented by other
     information so furnished) contained any material misstatement of fact,
     omitted to state a material fact or omitted to state any fact necessary to
     make the statements contained therein, in light of the circumstances under
     which they were made, not misleading in any material respect; provided,
     that with respect to projected financial information, the Borrower
     represents only that such information was prepared in good faith upon
     assumptions believed to be reasonable at the time prepared.

                                     - 20 -
<PAGE>

5.13 REGULATION U

     Margin stock (as defined in Regulation U) constitutes less than 25% of
     those assets of the Borrower and its Subsidiaries which are subject to any
     limitation on sale, pledge or other restriction hereunder. Neither the
     Borrower nor any Subsidiary is engaged, directly or indirectly,
     principally, or as one of its important activities, in the business of
     extending, or arranging for the extension of, credit for the purpose of
     purchasing or carrying margin stock. No part of any Facility LC, or the
     proceeds thereof, will be used in a manner which would violate, or result
     in a violation of, Regulation U.

5.14 MATERIAL AGREEMENTS

     5.14.1 Neither the Borrower nor any Subsidiary is a party to any agreement
            or instrument which could conflict with the Borrower's entry and
            performance by it of, and the transactions contemplated by, this
            Agreement except for (x) such agreements or instruments as are
            disclosed or filed by PXRE Group in any of its periodic public
            filings or notices with or to the Securities and Exchange Commission
            or other public or governmental agencies and (y) Insurance
            Contracts, Reinsurance Contracts and retrocessional contracts.

     5.14.2 Neither the Borrower nor any Subsidiary is in default in the
            performance, observance or fulfilment of any of the obligations,
            covenants or conditions contained in any agreement to which it is a
            party, which default could reasonably be expected to have a Material
            Adverse Effect.

5.15 INSURANCE

     The Borrower and each of its Subsidiaries maintain, with financially sound
     and reputable insurance companies, insurance on their Property in such
     amounts and covering such risks as is consistent with sound business
     practice.

5.16 INSURANCE LICENSES

     No material license, permit or authorization of the Borrower or any
     material Subsidiary to engage in the business of insurance, reinsurance or
     insurance-related activities is the subject of a proceeding for suspension
     or revocation, except where such suspension or revocation would not
     individually or in the aggregate have a Material Adverse Effect.

5.17 COMPLIANCE WITH LAWS

     The Borrower and each of its Subsidiaries have complied with all applicable
     statutes, rules, regulations, orders and restrictions of any domestic or
     foreign government or any instrumentality or agency thereof, having
     jurisdiction over the conduct of their respective businesses or the
     ownership of their respective Property, except where the failure to so
     comply could not reasonably be expected to have a Material Adverse Effect.

5.18 OWNERSHIP OF PROPERTIES

     On the date of this Agreement the Borrower and each of its Subsidiaries
     have good title to all of the Property and assets reflected in the
     Financial Statements as owned by it, free of all Liens other than those
     permitted by this Agreement, except for assets sold, transferred or
     otherwise disposed of in the ordinary course of business since the date of
     such Financial Statements.

                                     - 21 -
<PAGE>

5.19 INVESTMENT COMPANY ACT

     Neither the Borrower nor, to the extent such status would have a Material
     Adverse Effect, any of its Subsidiaries, is an "investment company" which
     is registered or required to be registered under the Investment Company Act
     of 1940, as amended, or is "controlled" by an "investment company" which is
     registered or required to be registered under such Act (all quoted terms in
     this Clause 5.19 having the meaning ascribed to them by such Act).

5.20 PUBLIC UTILITY HOLDING COMPANY ACT

     Neither the Borrower nor any of its Subsidiaries is a "holding company" or
     a "subsidiary company" of a "holding company", or an "affiliate" of a
     "holding company" or of a "subsidiary company" of a "holding company",
     within the meaning of the Public Utility Holding Company Act of 1935, as
     amended.

5.21 PARI PASSU RANKING

     The Borrower's payment obligations under this Agreement rank at least pari
     passu with the claims of all its other unsecured and unsubordinated
     creditors, except obligations mandatorily preferred by Bermuda insurance
     law.

5.22 REPRESENTATION OF THE ISSUER

     The Issuer confirms that the obligations expressed to be assumed by it
     under this Agreement are valid and enforceable against it.

6.   COVENANTS

     While the Aggregate Facility LC Commitment remains outstanding and until
     the payment in full of any outstanding Obligations (other than contingent
     Obligations in respect of claims for indemnification) unless the Issuer
     shall otherwise consent in writing:

6.1  FINANCIAL REPORTING

     The Borrower will maintain a system of accounting established and
     administered in accordance with Bermuda statutory accounting principles,
     and the Borrower will furnish to the Issuer:

     6.1.1  As soon as available, but, in any event, no later than within 120
            days after the close of each of its fiscal years, an unqualified
            audit report certified by independent certified public accountants,
            reasonably acceptable to the Issuer, prepared in accordance with
            Agreement Accounting Principles for the Borrower and, on a
            consolidated basis, for the Borrower's parent company and its
            consolidated Subsidiaries, including balance sheets as of the end of
            such period, related profit and loss and reconciliation of surplus
            statements, and a statement of cash flows.

     6.1.2  As soon as available, but, in any event, no later than within 45
            days after the end of each quarterly reporting period of each of its
            fiscal years, for the Borrower and, on a consolidated basis, for the
            Borrower's parent company and its consolidated Subsidiaries,
            unaudited balance sheets as at the close of each such period and
            consolidated profit and loss statements for the period from the
            beginning of such fiscal year to the end of such period, all
            certified by the senior financial officer or senior accounting
            officer of the Borrower.

                                     - 22 -
<PAGE>

     6.1.3  Together with the financial statements required under sub-clause
            6.1.1 and 6.1.2, a compliance certificate in substantially the form
            of Exhibit C hereto signed by a Senior Financial Officer showing the
            calculations necessary to determine compliance with this Agreement
            and stating that no Default or Unmatured Default exists, or if any
            Default or Unmatured Default exists, stating the nature and status
            thereof.

     6.1.4  Within five (5) Business Days after the end of each month (or at any
            time while any Default (or breach of Clause 6.3 (Adjusted Collateral
            Value)) is continuing), a certificate of a Senior Financial Officer,
            substantially in the form of Exhibit D, as to (a) the aggregate fair
            market value of all amounts deposited in the Facility LC Collateral
            Account and the Custodial Account and (b) the Collateral Shortfall
            Amount, if any, each as of the end of such month. In addition, the
            Issuer shall receive all the information (or rights to access such
            information) as set out in the Account Control Agreement, including,
            in particular, Section 5 (Statements, Confirmations and Notices of
            Adverse Claims) of the Account Control Agreement.

     6.1.5  Such other information (including, without limitation, non financial
            information) as the Issuer may from time to time reasonably request;
            PROVIDED, HOWEVER, THAT the Borrower shall not be obligated to
            provide information pursuant to this sub-clause 6.1.5 to the extent
            that disclosure thereof is prohibited by any existing customary
            confidentiality agreement restricting the dissemination of such
            information.

6.2  USE OF FACILITY LCS

     The Borrower will use the Facility LCs only to secure its
     reinsurance-related obligations to Ceding Companies or third party
     reinsurers in the ordinary course of business. The Borrower will not
     request the issuance of any Facility LC, the proceeds of which are to be
     used to purchase or carry any "margin stock" (as defined in Regulation U).

6.3  CERTAIN NOTICES

     The Borrower will give prompt notice in writing to the Issuer of the
     occurrence of any (i) Default or Unmatured Default and (ii) litigation,
     arbitration, governmental investigation, proceeding or inquiry pending or
     threatened against or affecting the Borrower that would need to be
     disclosed or filed by PXRE Group in any of its periodic public filings or
     notices with the Securities and Exchange Commission. Any such notice shall
     state that it is given pursuant to this Clause 6.3 and describe in
     reasonable detail the occurrence that is being notified.

6.4  CONDUCT OF BUSINESS

     The Borrower will (a) carry on and conduct its business in the fields of
     enterprise of insurance, reinsurance and financial services and similar and
     ancillary activities, (b) do all things necessary to remain duly
     incorporated, validly existing and in good standing in its jurisdiction of
     formation, and (c) do all things necessary to renew, extend and continue in
     effect all Licenses which may at any time and from time to time be
     necessary to operate its insurance business in compliance with all
     applicable laws and regulations (except where the failure to so comply
     could not reasonably be expected to have a Material Adverse Effect). The
     Borrower will not change its jurisdiction of domicile without the prior
     written consent of the Issuer, which shall not be unreasonably withheld.

                                     - 23 -
<PAGE>

6.5  TAXES

     The Borrower will, and will cause each of its Subsidiaries to, pay when due
     all taxes, assessments and governmental charges and levies upon it or its
     income, profits or Property, except those which are being contested in good
     faith by appropriate proceedings and with respect to which adequate
     reserves have been set aside and those the failure of which to pay could
     not reasonably be expected to have a Material Adverse Effect.

6.6  INSURANCE

     The Borrower will, and will cause each of its Subsidiaries to, maintain
     with financially sound and reputable insurance companies insurance on all
     or substantially all of its Property, or shall maintain self-insurance, in
     such amounts and covering such risks as is consistent with sound business
     practice for Persons in substantially the same industry as such the
     Borrower or such Subsidiary, and the Borrower will furnish to the Issuer
     upon request full information as to the insurance carried.

6.7  COMPLIANCE WITH LAWS

     The Borrower will, and will cause each of its Subsidiaries to, comply with
     all laws, rules, regulations, orders, writs, judgments, injunctions,
     decrees or awards to which it may be subject (including, without
     limitation, environmental laws), except where the failure to so comply
     could not reasonably be expected to have a Material Adverse Effect.

6.8  MERGER

     The Borrower will not, nor will it permit any Subsidiary to, merge or
     consolidate with or into any other Person, except that (a) a Subsidiary may
     merge with the Borrower or a Wholly Owned Subsidiary, (b) the Borrower and
     any Subsidiary may merge or consolidate with or into any other Person
     PROVIDED THAT either (1) the Borrower or such Subsidiary shall be the
     continuing or surviving corporation or (2) such other Person shall be the
     continuing or surviving corporation and agrees in writing to assume the
     liabilities and rights of the Borrower (or such Subsidiary, as applicable)
     under this Agreement, and in each instance after giving effect to such
     merger or consolidation, no Default or Unmatured Default shall exist and
     (c) a material Subsidiary may merge or consolidate with or into another
     Person as a means of effecting a disposition otherwise permitted by this
     Agreement.

6.9  SALE OF ASSETS

     Neither the Borrower will, nor will it permit any of its Subsidiaries to,
     lease, sell, transfer or otherwise dispose of, by one or more transactions
     or series of transactions (whether related or not), all or a portion of its
     Property to any other Person(s) except for:

     6.9.1  sales, transfers and other dispositions of Property in the ordinary
            course of business;

                                     - 24 -
<PAGE>

     6.9.2  sales or other dispositions of obsolete Property in the ordinary
            course of business;

     6.9.3  transfers of assets and liabilities in connection with Reinsurance
            Contracts in the ordinary course of business (including, without
            limitation, such transfers to secure obligations under Reinsurance
            Contracts to the extent permitted under this Agreement);

     6.9.4  sales, transfers or other dispositions made to the Borrower or
            between the Wholly-Owned Subsidiaries of the Borrower;

     6.9.5  sales of assets (excluding any sales of all or substantially all the
            assets of such Person) upon fair and reasonable terms in an
            arms-length transaction; and

     6.9.6  leases, sales or other dispositions of its Property that, together
            with all other Property of the Borrower and its Subsidiaries
            previously leased, sold or disposed of pursuant to this sub-clause
            6.9.6 during the twelve (12) month period ending with the month in
            which any such lease, sale or other disposition occurs, do not
            constitute exceed $75,000,000;

     provided, in the case of sub-clauses 6.9.1 through 6.9.6, any lease, sale,
     transfer or other disposition of cash deposited in the Facility LC
     Collateral Account may only be made in accordance with the terms of this
     Agreement and any related Collateral Document.

6.10 LIENS

     Neither the Borrower will, nor will it permit any of its Subsidiaries to,
     create, incur, or suffer to exist any Lien in, of or on any of the
     Collateral or any Unencumbered Property.

6.11 ADJUSTED COLLATERAL VALUE

     The Borrower shall at all times maintain Collateral in the Custodial
     Account (or, in the case of Cash, in an account with the Issuer) in an
     amount such that the Adjusted Collateral Value of such Collateral (taking
     into account the value of Collateral, if any, held on deposit in the
     Facility LC Collateral Account), is not less than the Obligations
     outstanding from time to time, it being understood that no such Collateral
     shall include any Unencumbered Property.

6.12 INCONSISTENT AGREEMENTS

     Neither the Borrower nor any of its Subsidiaries shall enter into any
     indenture, agreement, instrument (or amendment thereto) or other
     arrangement which, (a) directly or indirectly prohibits or restrains, or
     has the effect of prohibiting or restraining, or imposes materially adverse
     conditions upon, the incurrence or repayment of the Obligations, the
     amendment of the Credit Documents, or the ability of any Subsidiary to pay
     dividends or make other distributions on its capital stock (other than
     restrictions on the payment of dividends or other distributions imposed
     under subordinated debt obligations entered into for purposes of having
     such Indebtedness treated as capital for rating agency or regulatory
     purposes) or (b) contains any provision which would be violated or breached
     by the issuance of Facility LCs or by the performance by the Borrower of
     any of its obligations under any Credit Document.

6.13 CUSTODY AGREEMENT

     The Borrower shall not agree to any waiver or amendment of the Custody
     Agreement without first obtaining the written consent of the Issuer.

                                     - 25 -
<PAGE>

7.   DEFAULTS

     The occurrence of any one or more of the following events shall constitute
     a Default:

7.1  Any representation or warranty made or deemed made by or on behalf of the
     Borrower to the Issuer under or in connection with this Agreement, any
     other Credit Document, any Facility LC or any certificate or information
     delivered in connection with this Agreement or any other Credit Document
     shall be materially false or misleading on the date as of which made or
     deemed made.

7.2  Non-payment of any principal of any Reimbursement Obligation when due or
     non-payment of any interest or any fee or other obligation owing by the
     Borrower under any of the Credit Documents within five (5) Business Days
     after the same becomes due.

7.3  The breach by the Borrower of any of the terms or provisions of Clause 6.2
     (Use of Facility LCs), Clause 6.3 (Certain Notices), Clause 6.8 (Merger),
     Clause 6.9 (Sale of Assets), Clause 6.10 (Liens), Clause 6.12 (Inconsistent
     Agreements) or Clause 5.21 (Pari Passu Ranking) or Clause 6.11 (Adjusted
     Collateral Value).

7.4  The breach by the Borrower (other than a breach which constitutes a Default
     under Clause 7.1, 7.2 or 7.3 of this Clause 7) of any of the terms or
     provisions of this Agreement which is not remedied within thirty (30) days
     after written notice from the Issuer.

7.5  Failure of the Borrower or any of its Subsidiaries to pay when due (beyond
     the applicable grace period or deferral with respect thereto, if any) any
     indebtedness constituting in the aggregate Material Indebtedness; or the
     default by the Borrower or any of its Subsidiaries in the performance
     (beyond the applicable grace period with respect thereto, if any) of any
     material term, provision or condition contained in any Material
     Indebtedness Agreement, or any other event shall occur or condition exist,
     the effect of which default, event or condition is to cause, or to permit
     the lender(s) under any Material Indebtedness Agreement to cause, Material
     Indebtedness thereunder to become due prior to its stated maturity; or any
     Material Indebtedness of the Borrower or any of its Subsidiaries shall be
     declared to be due and payable or required to be prepaid or repurchased
     (other than by a regularly scheduled payment or prepayment not associated
     with a contractual breach) prior to the stated maturity thereof; PROVIDED
     THAT it shall not constitute a Default if the relevant Indebtedness arises
     under a derivative or structured finance transaction entered into in the
     ordinary course of business and (a) the failure to pay is caused by a
     technical or administrative failure and is remedied within three (3)
     Business Days or (b) such Indebtedness becomes due prior to its stated
     maturity or is prepaid pursuant to unwind or termination provisions not
     associated with performance defaults.

7.6  The Borrower or any of its Subsidiaries shall:

     7.6.1  have an order for relief entered with respect to it under any state,
            federal or foreign bankruptcy or similar laws as now or hereafter in
            effect;

                                     - 26 -
<PAGE>

     7.6.2  make an assignment for the benefit of creditors;

     7.6.3  apply for, seek, consent to, or acquiesce in, the appointment of a
            receiver, custodian, trustee, examiner, liquidator or similar
            official for it or any of its assets;

     7.6.4  institute any proceeding seeking an order for relief under any
            state, federal or foreign bankruptcy or similar laws as now or
            hereafter in effect or seeking to adjudicate it a bankrupt or
            insolvent, or seeking dissolution, winding up, liquidation,
            reorganization, arrangement, adjustment or composition of it or its
            debts under any law relating to bankruptcy, insolvency or
            reorganization or relief of debtors or fail to file an answer or
            other pleading denying the material allegations of any such
            proceeding filed against it;

     7.6.5  take any corporate action to authorize or effect any of the
            foregoing actions set forth in this Clause 7.6;

     7.6.6  fail to contest in good faith within thirty (30) days any
            appointment or proceeding described in Clause 7.7; or

     7.6.7  not pay, or admit in writing its inability to pay, its debts
            generally as they become due.

7.7  Without the application, approval or consent of the Borrower or any of its
     Subsidiaries, a receiver, trustee, examiner, liquidator or similar official
     shall be appointed for the Borrower or any of its Subsidiaries, or a
     proceeding described in sub-clause 7.6.4 of Clause 7.6 shall be instituted
     against the Borrower or any of its Subsidiaries and such appointment
     continues undischarged or such proceeding continues undismissed or unstayed
     for a period of sixty (60) consecutive days.

7.8  The Borrower or any of its Subsidiaries shall fail within 45 days to pay,
     bond or otherwise discharge any judgment or order for the payment of money,
     either singly or in the aggregate, in excess of $20,000,000, which is not
     stayed on appeal or otherwise being appropriately contested in good faith.

7.9  Any Change in Control shall occur in respect of the Borrower or the
     Borrower's Parent shall cease to own, directly or indirectly, 100% of the
     outstanding shares of capital stock of the Borrower.

7.10 The occurrence of any default or breach of its material obligations under,
     or any "event of default" as defined in, any Credit Document (other than
     this Agreement) on the part of or relating to the Borrower, which default,
     breach or "event of default" continues beyond any period of grace therein
     provided.

7.11 Any Collateral Document delivered by the Borrower pursuant to this
     Agreement shall for any reason fail to create a valid and perfected first
     priority security interest in any collateral purported to be covered
     thereby, except as permitted by the terms of any such Collateral Document
     (and save for any failure of the Issuer to cause the filing of any relevant
     financing statement to perfect the security interest), or any Collateral
     Document shall fail to remain in full force or effect or any action shall
     be taken by the Borrower or any Governmental Authority to discontinue or to
     assert the invalidity or unenforceability of any Collateral Document.

                                     - 27 -
<PAGE>

8.   ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1  ACCELERATION; FACILITY LC COLLATERAL ACCOUNT

     8.1.1  If any Default described in Clause 7.6 or Clause 7.7 of Clause 7
            (Defaults) occurs with respect to the Borrower, the obligation of
            the Issuer to issue Facility LCs shall automatically terminate and
            the Obligations shall immediately become due and payable without any
            election or action on the part of the Issuer and the Borrower will
            be and become thereby unconditionally obligated, without any further
            notice, act or demand, to pay or transfer to the Issuer an amount in
            immediately available funds, which funds shall be held in the
            Facility LC Collateral Account, equal to the difference of (i) the
            amount of Facility LC Obligations at such time, less (ii) the amount
            on deposit in the Facility LC Collateral Account or under any
            Collateral Document at such time which is free and clear of all
            rights and claims of third parties and has not been applied against
            the Obligations (such difference, the "COLLATERAL SHORTFALL
            AMOUNT"). If any other Default occurs and is continuing, the Issuer
            may (i) terminate or suspend the obligation of the Issuer to issue
            Facility LCs, or declare the Obligations to be due and payable, or
            both, whereupon the Obligations shall become immediately due and
            payable, without presentment, demand, protest or notice of any kind,
            all of which the Borrower hereby expressly waives, and (ii) upon
            notice to the Borrower and in addition to the continuing right to
            demand payment of all amounts payable under this Agreement, make
            demand on the Borrower, and the Borrower will, forthwith upon such
            demand and without any further notice or act, to pay or transfer to
            the Issuer an amount in immediately available funds, the Collateral
            Shortfall Amount, which funds shall be deposited in the Facility LC
            Collateral Account.

     8.1.2  If at any time while any Default is continuing, the Issuer
            determines that the Collateral Shortfall Amount at such time is
            greater than zero, the Issuer may, make demand on the Borrower to,
            and the Borrower will, forthwith upon such demand and without any
            further notice or act, pay or transfer to the Issuer an amount in
            immediately available funds the Collateral Shortfall Amount, which
            funds shall be deposited in the Facility LC Collateral Account.

     8.1.3  The Issuer may at any time or from time to time after funds are
            deposited in the Facility LC Collateral Account, apply such funds to
            the payment of the Facility LC Obligations and any other amounts as
            shall from time to time have become due and payable by the Borrower
            to the Issuer under the Credit Documents.

     8.1.4  At any time while any Default (or breach of Clause 6.11 (Adjusted
            Collateral Value)) is continuing neither the Borrower nor any Person
            claiming on behalf of or through the Borrower shall have any right
            to withdraw any of the funds held in the Facility LC Collateral
            Account. After all of the Obligations have been indefeasibly paid in
            full (other than contingent Obligations in respect of claims for
            indemnification hereunder) and the Aggregate Facility LC Commitment
            has been terminated, any funds remaining in the Facility LC
            Collateral Account shall be returned by the Issuer to the Borrower
            or paid to whomever may be legally entitled thereto at such time.

                                     - 28 -
<PAGE>

8.2  AMENDMENTS

     Subject to the provisions of this Clause 8.2, the Issuer and the Borrower
     may enter into agreements supplemental hereto for the purpose of adding or
     modifying any written provisions to the Credit Documents or changing in any
     manner the rights of the Issuer or the Borrower hereunder or waiving any
     Default or Unmatured Default hereunder.

8.3  PRESERVATION OF RIGHTS

     No delay or omission of the Issuer to exercise any right under the Credit
     Documents shall impair such right or be construed to be a waiver of any
     Default or an acquiescence therein, and the issuance or Modification of a
     Facility LC notwithstanding the existence of a Default or the inability of
     the Borrower to satisfy the conditions precedent to such issuance or
     Modification shall not constitute any waiver or acquiescence. Any single or
     partial exercise of any such right shall not preclude other or further
     exercise thereof or the exercise of any other right, and no waiver,
     amendment or other variation of the terms, conditions or provisions of the
     Credit Documents whatsoever shall be valid unless in writing signed by the
     Issuer and then only to the extent in such writing specifically set forth.
     All remedies contained in the Credit Documents or by law afforded shall be
     cumulative and all shall be available to the Issuer until the Obligations
     have been paid in full.

9.   GENERAL PROVISIONS

9.1  SURVIVAL OF REPRESENTATIONS

     All representations and warranties of the Borrower contained in this
     Agreement or in any other Credit Document shall survive the issuance of the
     Facility LCs herein contemplated.

9.2  INTEREST LIMITATION

     Anything in this Agreement or any other Credit Document to the contrary
     notwithstanding, the Borrower shall not be required to pay interest at a
     rate in excess of the highest lawful rate, and if the effective rate of
     interest that would otherwise be payable under this Agreement or any other
     Credit Document would exceed the highest lawful rate, or if any Issuer
     shall receive monies that are deemed to constitute interest which would
     increase the effective rate of interest payable under this Agreement or any
     other Credit Document to a rate in excess of the highest lawful rate, then
     (a) the amount of interest that would otherwise be payable under this
     Agreement and the other Credit Documents shall be reduced to the amount
     allowed under applicable law, and (b) any interest paid in excess of the
     highest lawful rate shall, at the option of the Issuer, be either refunded
     to the payor or credited to the payment of the Obligations.

9.3  HEADINGS

     Clause headings in the Credit Documents are for convenience of reference
     only and shall not govern the interpretation of any of the provisions of
     the Credit Documents.

                                     - 29 -
<PAGE>

9.4  ENTIRE AGREEMENT

     The Credit Documents embody the entire agreement and understanding between
     the Issuer and the Borrower and supersede all prior agreements and
     understandings between the Issuer and the Borrower relating to the subject
     matter thereof.

9.5  EXPENSES; INDEMNIFICATION

     The Borrower shall reimburse the Issuer for any reasonable and documented
     costs and out-of-pocket expenses (including reasonable attorneys' fees)
     paid or incurred by the Issuer in connection with the preparation,
     negotiation, execution, delivery, review, amendment, modification, and
     administration of the Credit Documents. The Borrower also agrees to
     reimburse the Issuer, for any reasonable costs and out-of-pocket expenses
     (including attorneys' fees) paid or incurred by the Issuer in connection
     with the collection of the Obligations or the enforcement of the Credit
     Documents. The Borrower further agrees to indemnify the Issuer its
     affiliates, and each of its directors, officers and employees against all
     losses, claims, damages, penalties, judgments, liabilities and expenses
     (including, without limitation, all expenses of litigation or preparation
     therefor whether or not the Issuer, or any affiliate is a party thereto)
     which any of them may pay or incur arising out of or relating to this
     Agreement or the other Credit Documents, the transactions contemplated
     hereby or thereby or the use or intended use of any Facility LC, except to
     the extent that they are determined in a final non-appealable judgment by a
     court of competent jurisdiction to have resulted from the bad faith, gross
     negligence or wilful misconduct of the party seeking indemnification. The
     obligations of the Borrower under this Clause 9.5 incurred prior to the
     termination of this Agreement shall survive the termination of this
     Agreement.

9.6  ACCOUNTING

     Except as provided to the contrary or otherwise defined herein, all
     accounting terms used herein shall be interpreted and all accounting
     determinations hereunder shall be made in accordance with Agreement
     Accounting Principles.

9.7  SEVERABILITY OF PROVISIONS

     Any provision in any Credit Document that is held to be inoperative,
     unenforceable, or invalid in any jurisdiction shall, as to that
     jurisdiction, be inoperative, unenforceable, or invalid without affecting
     the remaining provisions in that jurisdiction or the operation,
     enforceability, or validity of that provision in any other jurisdiction,
     and to this end the provisions of all Credit Documents are declared to be
     severable.

9.8  NON-LIABILITY OF ISSUER

     The relationship between the Borrower on the one hand and the Issuer on the
     other shall be solely that of debtor/account party and creditor. The Issuer
     shall not have any fiduciary responsibilities to the Borrower. The Issuer
     undertakes no responsibility to the Borrower to review or inform the
     Borrower of any matter in connection with any phase of the Borrower's
     business or operations. The Borrower agrees that the Issuer shall have no
     liability to the Borrower (whether sounding in tort, contract or otherwise)
     for losses suffered by the Borrower in connection with, arising out of, or
     in any way related to, the transactions contemplated and the relationship
     established by the Credit Documents, or any act, omission or event
     occurring in connection therewith, unless it is determined in a final
     non-appealable judgment by a court of competent jurisdiction that such
     losses resulted from the gross negligence or wilful misconduct of the party
     from which recovery is sought. The Issuer shall not have any liability with
     respect to, and the Borrower hereby waives, releases and agrees not to sue
     for, any special, indirect, consequential or punitive damages suffered by
     the Borrower in connection with, arising out of, or in any way related to
     the Credit Documents or the transactions contemplated thereby.

                                     - 30 -
<PAGE>

9.9  CHOICE OF LAW

     THE CREDIT DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS CHOICE
     OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
     (WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW
     YORK.

9.10 CONSENT TO JURISDICTION

     THE BORROWER AND THE ISSUER HEREBY IRREVOCABLY SUBMIT TO THE NON EXCLUSIVE
     JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING
     IN NEW YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
     ANY CREDIT DOCUMENT AND EACH SUCH PARTY HEREBY IRREVOCABLY AGREES THAT ALL
     CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
     IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR
     HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING
     BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. ANY
     JUDICIAL PROCEEDING BY A PARTY HERETO AGAINST THE OTHER PARTY INVOLVING,
     DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO,
     OR CONNECTED WITH ANY CREDIT DOCUMENT SHALL BE BROUGHT ONLY IN A FEDERAL
     COURT IN NEW YORK, NEW YORK OR WITH RESPECT TO JUDGMENT ENFORCEMENT
     PROCEEDINGS ONLY, IN ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE
     BORROWER AGAINST THE ISSUER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
     IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY CREDIT
     DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK.

9.11 WAIVER OF JURY TRIAL

     THE BORROWER AND THE ISSUER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
     PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING
     IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
     CONNECTED WITH ANY CREDIT DOCUMENT OR THE RELATIONSHIP ESTABLISHED
     THEREUNDER.

9.12 COUNTERPARTS

     This Agreement may be executed in any number of counterparts, all of which
     taken together shall constitute one agreement, and any of the parties
     hereto may execute this Agreement by signing any such counterpart. This
     Agreement shall be effective when it has been executed by the Borrower and
     the Issuer.

                                     - 31 -
<PAGE>

9.13 CONFIDENTIALITY

     The Issuer and each Transferee agrees to hold any confidential information
     which it may receive from the Borrower pursuant to this Agreement in
     confidence, except for disclosure (a) to its Affiliates in connection with
     the transactions contemplated by the Credit Documents, (b) to legal
     counsel, accountants, and other professional advisors to the Issuer or to a
     Transferee, (c) to regulatory officials, (d) to any Person as requested
     pursuant to or as required by law, regulation, or legal process, (e) to any
     Person in connection with any legal proceeding arising in connection with
     this Agreement to which the Issuer is a party, (f) permitted by Clause 11.2
     (Benefit of Certain Provisions) and (g) which is otherwise made publicly
     available through no fault of the Issuer. Notwithstanding anything herein
     to the contrary, the Issuer, the Borrower and any Transferee (and each
     employee, representative, or other agent of any of the foregoing) may
     disclose to any and all Persons, without limitation of any kind, the tax
     treatment and tax structure of the transactions contemplated hereby, and
     all materials of any kind (including opinions or other tax analyses) that
     are provided to such Person related to such tax treatment and tax
     structure.

9.14 TERMINATION

     The Borrower may terminate this Agreement upon 90 days' prior written
     notice to the Issuer.

10.  SET-OFF

10.1 SET-OFF

     In addition to, and without limitation of, any rights of the Issuer under
     applicable law, if any Default occurs and is continuing, any and all
     deposits (including all account balances, whether provisional or final and
     whether or not collected or available), in any currency, and any other
     Indebtedness at any time held or owing by the Issuer to or for the credit
     or account of the Borrower may be offset and applied toward the payment of
     the Obligations owing to the Issuer, whether or not the Obligations, or any
     part hereof, shall then be due. Such right of setoff shall be without
     notice or demand to the Borrower and be without liability to the Issuer.
     Any party exercising setoff rights hereunder shall promptly provide the
     Borrower with written notice thereof after such setoff; PROVIDED THAT the
     failure to provide such notice shall not give rise to liability hereunder.

11.  BENEFIT OF AGREEMENT

11.1 SUCCESSORS AND ASSIGNS

     The terms and provisions of the Credit Documents shall be binding upon and
     inure to the benefit of the Borrower, the Issuer and their respective
     successors and assigns, except that neither the Issuer (unless to an
     affiliate) nor the Borrower shall have the right to assign its respective
     rights or obligations under the Credit Documents without prior written
     consent of the other party. Any attempted assignment or transfer by any
     party not made in compliance with this Clause 11.1 shall be null and void.

                                     - 32 -
<PAGE>

11.2 DISSEMINATION OF INFORMATION

     The Borrower authorizes the Issuer to disclose to any subparticipant or
     purchaser or any other Person acquiring an interest in the Credit Documents
     by operation of law or any counterparty to any swap, securitisation or
     derivative transaction referencing or involving any rights or obligations
     of the Issuer hereunder (each a "TRANSFEREE") and any prospective
     Transferee any and all information in the Issuer's possession concerning
     the creditworthiness of the Borrower; PROVIDED THAT each Transferee and
     prospective Transferee agrees to be bound by Clause 9.13 (Confidentiality)
     of this Agreement.

12.  NOTICES

12.1 GIVING NOTICE

     All notices, requests and other communications to any party hereunder shall
     be in writing (including electronic transmission, facsimile transmission or
     similar writing) and shall be given to such party: (a) in the case of the
     Borrower and the Issuer at its respective address or facsimile number set
     forth on the signature pages hereof or (b) in the case of any party, at
     such other address or facsimile number as such party may hereafter specify
     for the purpose by notice to the Issuer and the Borrower in accordance with
     the provisions of this Clause 12.1. Each such notice, request or other
     communication shall be effective (i) if given by facsimile transmission,
     when transmitted to the facsimile number specified in this Clause and
     confirmation of receipt is received, (ii) if given by recognized courier
     service, 72 hours after such communication is deposited with such courier
     service with delivery prepaid, addressed as aforesaid, or (iii) if given by
     any other means, when delivered (or, in the case of electronic
     transmission, received) at the address specified in this Clause; PROVIDED
     THAT notices to the Issuer under Clause 2 (The Letter of Credit Facility)
     shall not be effective until received.

12.2 CHANGE OF ADDRESS

     The Borrower and the Issuer may each change the address for service of
     notice upon it by a notice in writing to the other parties hereto.

IN WITNESS WHEREOF, the Borrower and the Issuer have executed this Agreement as
of the date first above written.

                                     - 33 -
<PAGE>

                                   SCHEDULE 1

                       AUTHORIZED OFFICERS OF THE BORROWER

Robert P. Myron, Chief Financial Officer

Guy D. Hengesbaugh, President and Chief Operating Officer

Martin J. Russell, Assistant Vice President - Finance


                                     - 34 -
<PAGE>



                                    EXHIBIT A

                            FORM OF LETTER OF CREDIT




                                BARCLAYS BANK PLC


                    FOR INTERNAL IDENTIFICATION PURPOSES ONLY

<TABLE>
<S>                                         <C>                                 <C>
Date:    .................................  Our No. .....................       Issuing Bank No. .................

        Clean, Irrevocable, and
        Unconditional Letter of
        Credit       .................................     Accountholder        ...............................
                                                           Reinsurer

        ............................... Issuing Bank ...........................................................
        ............................... Beneficiary .(Reinsured)....   Amount ............................
        ............................... Expiry ..................................................................
        ...............................State of Domicile ......................................................

Irrevocable Clean Issue
Letter of Credit No. ...................................      Date: ................................

To Beneficiary:          (Name)
                         (Address)
</TABLE>

We have established this clean, irrevocable, and unconditional Letter of Credit
in your favor as beneficiary for drawing up to U.S.$______ effective
immediately. This Letter of Credit is issued, presentable, and payable at our
office at _________________________, Attn: Standby Letter of Credit Unit or such
other office as we may advise from time to time and expires with our close of
business on __________________. Except when the amount of this Letter of Credit
is increased, this Letter of Credit cannot be modified or revoked without your
consent.

We hereby undertake to promptly honor your sight draft(s) drawn on us,
indicating our Letter of Credit No. __________, for all or any part of this
Letter of Credit upon presentation of your draft drawn on us at our offices on
or before the expiration date hereof or any automatically extended date of
expiration.

The term "Beneficiary" includes any successor by operation of law of the named
Beneficiary including, without limitation, any liquidator, receiver,
conservator, or supervisor.

It is a condition of this Letter of Credit that it is deemed to be automatically
extended without amendment for one (1) year from the initial stated expiry date
hereof, or any future expiration date, unless at least thirty (30) days prior to
any expiration date we notify you that we elect not to consider this Letter of
Credit renewed for any such additional period. Such notice shall be deemed given
upon the earlier of (a) our mailing a written notice to such effect at you at
your address specified above by registered mail and (b) your actual receipt at
such address of such a written notice by any delivery method.

                                     - 35 -
<PAGE>

Except as expressly stated herein, this undertaking is not subject to any
agreement, condition or qualification. The obligation of Barclays Bank PLC under
this Letter of Credit is the individual obligation of Barclays Bank PLC and is
in no way contingent upon reimbursement with respect thereto.

This Letter of Credit is subject to and governed by either by the Laws of the
State of New York or the 1993 Revision of the Uniform Customs and Practice for
Documentary Credits of the International Chamber of Commerce (Publication 500)
and, in the event of any conflict the laws of the State of New York, including,
without limitation, Article 5 of the uniform commercial code thereof, shall
control. If this Letter of Credit expires during an interruption of business as
described in Article 17 of said Publication 500, we hereby specifically agree to
effect payment if this Letter of Credit is drawn against within thirty (30) days
after the resumption of business.





                                          --------------------------------------

                                                         Authorized Name (typed)





                                          --------------------------------------

                                                                       Signature


                                     - 36 -
<PAGE>

                                    EXHIBIT B

                             FORM OF LC APPLICATION


                           BARCLAYS INSURANCE BANKING
                             LETTER OF CREDIT SCHEME
                       54 LOMBARD STREET, LONDON EC3V 9EX
                             TELEPHONE 020 7699 3312
                                FAX 020 7699 2407


REQUEST FOR A NEW LETTER OF CREDIT:

                Beneficiary Name:
                  Applicant Name:
            Beneficiary Domicile:
    Intermediary (if applicable):
                         Address:

                         Contact:

--------------------------------------------------------------------------------
We hereby authorise and request you to issue a Clean, Irrevocable and
Unconditional Letter of Credit available by sight Drafts drawn on Barclays Bank
PLC or its correspondents in the value of:

               Amount in Figures:

                 Amount in Words:

                  Effective Date:

                     Expiry Date:

               Evergreen Notice Period (30/60/90 days):
                     Letter of Credit Wording Required:
        Letter of Credit Type (e.g. OCA, UPR, Special):
--------------------------------------------------------------------------------

In consideration of your issuing this Letter of Credit:

(a)    We authorise you to debit our account with all commission charges and
       expenses as and when they become due as provided in the Letter of Credit
       Facility Agreement dated June , 2004 between us and Applicant (as amended
       from time to time) and with all drawings on their presentation and hereby
       undertake to provide you with funds in accordance with such Letter of
       Credit Facility Agreement.

(b)    It is agreed that this Letter of Credit is subject to U.C.P.500 (1993
       Revision) or International Standby Practices 98 (ISP98) as further
       provided in such Letter of Credit.


                                     - 37 -
<PAGE>

Signed for & on behalf of


By

       -----------------------                        -----------------------
       Authorised Signatory                           Authorised Signatory


                                     - 38 -
<PAGE>

                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE


To:      Barclays Bank PLC, as Issuer

From:    PXRE Reinsurance Ltd.



           PXRE REINSURANCE LTD - LETTER OF CREDIT FACILITY AGREEMENT
                    DATED AS OF JUNE , 2004 (THE "AGREEMENT")

1.      I refer to the Agreement. This is a Compliance Certificate. Terms
        defined in the Agreement have the same meaning when used in this
        Compliance Certificate unless given a different meaning in this
        Compliance Certificate.

2.      I confirm that as at [date] (the "CERTIFICATION DATE") PXRE Reinsurance
        Ltd is in compliance with the requirements of Clause 6.11 (Adjusted
        Collateral Value) of the Agreement.

3.      I set out below calculations demonstrating the confirmation given in
        paragraph 2 above.

4.      I also confirm that, as at the Certification Date, no Default or
        Unmatured Default exists.



Signed:  ..........................................
                Senior Financial Officer
                PXRE Reinsurance Ltd.


                                     - 39 -
<PAGE>

                                    EXHIBIT D

                  FORM OF ADJUSTED COLLATERAL VALUE CERTIFICATE

To: Issuer



Re:  Custodial Account No. [  ]

Dear Sir/Madam:

This Adjusted Collateral Value Certificate is provided pursuant to the Letter of
Credit Facility Agreement (the "LC FACILITY AGREEMENT") dated as of June , 2004
between PXRE Reinsurance Ltd. and Barclays Bank PLC. Unless otherwise defined
herein, terms and expressions defined in the LC Facility Agreement have the same
meaning when used herein.

The undersigned, hereby certifies that on ___________, 200_, [monthly] the
Custodial Account contains the following Collateral:

<TABLE>
<CAPTION>
------------------------------------------------------ ------------------ --------------- ------------------
TYPE OF COLLATERAL                                     AMOUNT (US$)       PERMITTED       ADJUSTED
                                                                          PERCENTAGES     COLLATERAL VALUE
                                                                          (%)             (US$)
------------------------------------------------------ ------------------ --------------- ------------------
<S>                                                    <C>                <C>             <C>
1. OECD Government Bonds 95%
------------------------------------------------------ ------------------ --------------- ------------------
2. Corporate Bonds 90.9%
------------------------------------------------------ ------------------ --------------- ------------------
3. Cash deposits 100%
------------------------------------------------------ ------------------ --------------- ------------------
4. MBS Securities 90.9%
------------------------------------------------------ ------------------ --------------- ------------------
SUB-TOTAL A
------------------------------------------------------ ------------------ --------------- ------------------
OBLIGATIONS:

LETTER OF CREDIT OBLIGATIONS
------------------------------------------------------ ------------------ --------------- ------------------
SUB-TOTAL B
------------------------------------------------------ ------------------ --------------- ------------------
TOTAL OF B - A
------------------------------------------------------ ------------------ --------------- ------------------
</TABLE>



                                                        PXRE REINSURANCE LTD.

                                                        By:
                                                        Name:
                                                        Title:


                                     - 40 -
<PAGE>

                                   SIGNATURES

PXRE REINSURANCE LTD., AS BORROWER

By: /s/ Robert P. Myron

Name: Robert P. Myron

Title: Chief Financial Officer

Address: 2 Clarendon House, , 2 Church Street, Hamilton HM 11, Bermuda

Attention:  Robert P. Myron

Telecopy: 1-441-296-6162
Telephone: 1-441-296-5858





BARCLAYS BANK PLC, AS ISSUER


By: /s/ Richard Askey

Name: Richard Askey

Title: Relationship Director

Address: 54 Lombard Street, London EC3V 9EX

Attention: Richard Askey

Telecopy: +44 (0) 20 7699 2407
Telephone: +44 (0) 20 7699 3124